<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           -------------------------

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                       For the quarter ended June 30, 2004

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                        Commission File Number 333-33572

                                 --------------

                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                    23-2758853
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

      Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2 Yes [ ] No [X]

      As of August 16, 2004, there were 1,011,366 shares outstanding of
Diamond's Common Stock ($.01 par value) and 35,000 shares outstanding of
Diamond's Series A 12% Senior Cumulative Preferred Stock ($.01 par value).
<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2004

                                      INDEX
<TABLE>
<CAPTION>
                                                                                          Page No.
                                                                                          --------
<S>                                                                                       <C>
Part I.  Financial Information

         Item 1.  Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets -
                      June 30, 2004 (unaudited) and December 31, 2003 ....................    3

                  Condensed Consolidated Statements of Operations (unaudited) -
                      Three Months Ended June 30, 2004 and 2003 ..........................    4

                  Condensed Consolidated Statements of Operations (unaudited) -
                      Six Months Ended June 30, 2004 and 2003 ............................    5

                  Condensed Consolidated Statements of Cash Flows (unaudited) -
                      Six Months Ended June 30, 2004 and 2003 ............................    6

                  Notes to Unaudited Condensed Consolidated Financial Statements .........    7

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ....................................   11

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk ............................................................   16

         Item 4.  Controls and Procedures ................................................   17

Part II. Other Information

         Item 1.  Legal Proceedings ......................................................   18

         Item 6.  Exhibits and Reports on Form 8-K .......................................   19

         Signature .......................................................................   20
</TABLE>

                                       2
<PAGE>
                                    PART I
                              FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Dollars in Thousands except per share amounts)
<TABLE>
<CAPTION>

                                                                                 June 30, 200    December 31, 2003
                                                                                 ------------    -----------------
                                                                                 (Unaudited)
<S>                                                                              <C>             <C>
ASSETS
Current assets:
 Cash and cash equivalents                                                         $   1,841         $      35
 Accounts receivable, net                                                             12,712            10,353
 Other receivables                                                                       392               402
 Inventories                                                                          11,869            13,493
 Prepaid expenses                                                                      1,550             1,783
 Deferred income taxes                                                                 2,355             3,038
                                                                                   ---------         ---------
Total current assets                                                                  30,719            29,104
                                                                                   ---------         ---------
Equipment and leasehold improvements, net                                              5,689             6,547
Deferred loan costs and senior notes discount, net                                     2,366             2,706
Deferred income taxes                                                                 35,317            36,473
Other assets                                                                             493               502
                                                                                   ---------         ---------
Total assets                                                                       $  74,584         $  75,332
                                                                                   =========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Accounts payable                                                                  $  11,550         $  12,492
 Accrued expenses:
 Payroll and related items                                                             5,606             4,341
 Accrued interest                                                                      1,852             1,859
 Accrued income taxes                                                                    461               461
 Other                                                                                 2,148             1,141
                                                                                   ---------         ---------
 Total accrued expenses                                                               10,067             7,802
                                                                                   ---------         ---------
Total current liabilities                                                             21,617            20,294
                                                                                   ---------         ---------
Long-term debt:
 Senior notes                                                                         79,758            79,758
 Credit facility                                                                          --             2,500
                                                                                   ---------         ---------
Total long-term debt                                                                  79,758            82,258
                                                                                   ---------         ---------
 Total liabilities                                                                   101,375           102,552
                                                                                   ---------         ---------
Series A 12% senior redeemable cumulative preferred stock - par value
 $0.01 per share; authorized 100,000 shares; issued and outstanding
 35,000 shares in 2004 and 2003, at liquidation preference value                      73,282            69,076
                                                                                   ---------         ---------
Stockholders' equity (deficit):
Common stock, 2004 and 2003 par value $0.01 per share; authorized
 1,100,000 shares; issued and outstanding 1,026,366 shares in 2004 and 2003               10                10
Additional paid-in capital                                                            23,037            27,244
Deferred compensation                                                                   (202)             (255)
Retained earnings (accumulated deficit)                                             (122,618)         (122,995)
Common stock in treasury, at cost, 15,000 shares in 2004 and 2003                       (300)             (300)
                                                                                   ---------         ---------
 Total stockholders' equity (deficit)                                               (100,073)          (96,296)
                                                                                   ---------         ---------
Total liabilities and stockholders' equity (deficit)                               $  74,584         $  75,332
                                                                                   =========         =========
</TABLE>

            See notes to condensed consolidated financial statements

                                        3
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)


                                         Three Months Ended   Three Months Ended
                                            June 30, 2004       June 30, 2003
                                         ------------------   ------------------
Net sales                                     $ 56,930            $ 59,790
Cost of sales                                   16,281              18,536
                                              --------            --------
Gross profit                                    40,649              41,254
Operating expenses                              35,988              36,492
                                              --------            --------
Income from operations                           4,661               4,762
Other (income) expense:
 Interest income                                    --                  (6)
 Interest expense                                2,060               1,180
                                              --------            --------
                                                 2,060               1,174
                                              --------            --------
Income before provision for income taxes         2,601               3,588
Provision for income taxes                       2,158               1,399
                                              --------            --------
Net Income                                         443               2,189
Preferred stock dividends                        2,135               1,896
                                              --------            --------
Net (loss) income applicable to common
  stockholders                                $ (1,692)           $    293
                                              ========            ========

            See notes to condensed consolidated financial statements

                                        4
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)


                                           Six Months Ended   Six Months Ended
                                             June 30, 2004     June 30, 2003
                                           ----------------   ----------------
Net sales                                      $ 110,306         $ 113,923
Cost of sales                                     31,467            34,773
                                               ---------         ---------
Gross profit                                      78,839            79,150

Operating expenses                                72,474            70,887
                                               ---------         ---------
Income from operations                             6,365             8,263

Other (income) expense:
 Interest income                                      --               (21)
 Interest expense                                  4,149             3,578
                                               ---------         ---------
                                                   4,149             3,557
                                               ---------         ---------
Income before provision for income taxes           2,216             4,706

Provision for income taxes                         1,839             1,835
                                               ---------         ---------
Net income                                           377             2,871

Preferred stock dividends                          4,207             3,737
                                               ---------         ---------
Net loss applicable to common stockholders     $  (3,830)        $    (866)
                                               =========         =========

            See notes to condensed consolidated financial statements

                                        5
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                    Six Months Ended   Six Months Ended
                                                     June 30, 2004      June 30, 2003
                                                    ----------------   ----------------
<S>                                                 <C>                <C>
OPERATING ACTIVITIES
 Net cash provided by operating activities             $  4,625           $  5,624
                                                       --------           --------

INVESTING ACTIVITIES
 Capital expenditures                                      (414)              (711)
 Proceeds from sale of equipment                             86                 45
 Decrease in other assets                                     9                 41
                                                       --------           --------
Net cash used in investing activities                      (319)              (625)
                                                       --------           --------

FINANCING ACTIVITIES
 Payment for redemption of senior notes                      --             (9,544)
 Net Proceeds from credit facility                       17,250              6,000
 Payments on credit facility                            (19,750)            (3,500)
                                                       --------           --------
Net cash used in financing activities                    (2,500)            (7,044)
                                                       --------           --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      1,806             (2,045)

Cash and cash equivalents, beginning of period               35              2,094
                                                       --------           --------
Cash and cash equivalents, end of period               $  1,841           $     49
                                                       ========           ========
</TABLE>

            See notes to condensed consolidated financial statements

                                        6
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)

NOTE  1. SIGNIFICANT ACCOUNTING POLICIES

      These interim financial statements are unaudited but, in the opinion of
      management, reflect all adjustments (consisting only of normal recurring
      adjustments) necessary to present fairly the data for the interim periods
      presented. The interim financial statements should be read in conjunction
      with the audited financial statements and notes thereto contained in
      Diamond's Annual Report on Form 10-K for the year ended December 31, 2003.
      Diamond's results for interim periods are not normally indicative of
      results to be expected for the fiscal year. Weather has historically
      affected Diamond's sales and net income, with severe weather generating
      increased sales and net income, and mild weather resulting in lower sales
      and net income. In addition, Diamond's business is somewhat seasonal, with
      the first and fourth calendar quarters traditionally its slowest periods
      of activity.

      Preferred Stock:

      At June 30, 2004 and December 31, 2003, the liquidation value of the
      Preferred Stock recorded on Diamond's Balance Sheet was $73,282 and
      $69,076, respectively, which includes dividends of $38,282 and $34,076,
      respectively.

      Borrowings:

      Credit Facility - On March 27, 2000, Diamond entered into a revolving
      credit facility (the "Credit Facility"), which had an initial term of four
      years and provides for revolving advances of up to the lesser of: (1)
      $25,000; (2) the sum of 85% of Diamond's Eligible Accounts Receivable (as
      defined in the Credit Facility) plus 85% of Diamond's Eligible Inventory
      (as defined in the Credit Facility), less certain reserves; or (3) an
      amount equal to 1.5 times Diamond's EBITDA (as defined in the Credit
      Facility) for the prior twelve months. On November 26, 2003, Diamond
      amended the Credit Facility, which, among other things extended the term
      for an additional three year period through March 27, 2007. A portion of
      the Credit Facility, not to exceed $10,000, is available for the issuance
      of letters of credit, which generally have an initial term of one year or
      less. Diamond had $6,141 in outstanding letters of credit at June 30,
      2004. Borrowings under the Credit Facility bear interest, at Diamond's
      discretion, at either the JP Morgan Chase Manhattan Bank Rate (as defined
      in the Credit Facility) or LIBOR, plus a margin of 0.50% for the JP Morgan
      Chase Manhattan Rate and 2.25% for the LIBOR Rate. In addition, a
      commitment fee of 0.25% is charged against any unused balance of the
      Credit Facility. Interest rates are subject to increases or reductions
      based upon Diamond meeting certain EBITDA levels. The proceeds of the
      Credit Facility are available for working capital requirements and for
      general corporate purposes. The Credit Facility is secured by first
      priority security interests in all of Diamond's tangible and intangible
      assets. In addition, the Credit Facility contains certain restrictive
      covenants including, among other things, the maintenance of a minimum
      EBITDA level as of June 30, 2004 of $8,500 for the prior twelve months
      (the "EBITDA Covenant"), as well as restrictions on additional
      indebtedness, dividends and certain other significant transactions.
      Diamond was in compliance with the EBITDA Covenant for the fiscal period
      ended June 30, 2004. Diamond had no outstanding balance under the Credit
      Facility at June 30, 2004.

      Stock Option Plan:

      In September 1998, the Board of Directors and stockholders of Diamond
      approved and adopted the Diamond Triumph Auto Glass 1998 Stock Option Plan
      (the "1998 Plan"). The 1998 Plan provides for the issuance of a total of
      30,000 authorized and un-issued shares of common stock. As of June 30,
      2004, the

                                       7
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)

      Board of Directors had granted 22,175 options to key employees of Diamond
      with an exercise price of $20.00 per share, which approximates fair value
      at the date of grant. The options vest evenly over five years and may not
      be exercised until the earlier of (a) 90 days after Diamond's Common Stock
      has become publicly traded or (b) 91 days prior to the tenth anniversary
      of the date of the grant. The 1998 Plan expires in September 2008. 500
      options were granted in July 2003 and no options were granted during the
      six months ended June 30, 2004.

      Diamond accounts for its stock option plan under Accounting Principles
      Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees,"
      under which no compensation cost has been recognized for options issued to
      employees at fair market value on the date of grant. In 1995, the
      Financial Accounting Standards Board ("FASB") issued Statement of
      Financial Accounting Standards ("SFAS") No. 123, "Accounting for
      Stock-Based Compensation." SFAS No. 123 established a fair value based
      method of accounting for stock-based compensation plans. SFAS No. 123
      requires that a company's financial statements include certain disclosures
      about stock-based employee compensation arrangements regardless of the
      method used to account for the plan.

      As allowed by SFAS No. 123, Diamond has elected to continue to account for
      its employee stock-based compensation plans under APB Opinion No. 25, and
      adopted only the disclosure requirements of SFAS No. 123. Had compensation
      cost for Diamond's common stock options been determined based upon the
      fair value of the options at the date of grant, as prescribed under SFAS
      No. 123, as amended by SFAS No. 148, "Accounting for Stock-Based
      Compensation - Transition and Disclosure", Diamond's net income (loss)
      would have been reduced to the following pro forma amounts:

<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED JUNE 30,       THREE MONTHS ENDED JUNE 30,
                                                        -------------------------       ---------------------------
Net Income                                                2004            2003             2004             2003
                                                        ---------       ---------       ----------        ---------
<S>                                                     <C>             <C>             <C>               <C>
 As reported                                            $   377          $ 2,871          $   443          $ 2,189
 Add stock-based employee compensation expense
 included in reported net income, net of tax                  9               32                4               16
 Deduct total stock-based employee compensation
 expense determined under fair-value-based
 method for all rewards, net of tax                         (10)             (37)              (5)             (19)
                                                        -------          -------          -------          -------
 Pro forma                                              $   376          $ 2,866          $   442          $ 2,186
                                                        =======          =======          =======          =======
</TABLE>




      The fair value of the options granted in 2003 was $2.63 using the
      Black-Scholes option-pricing model with the following assumptions:
      risk-free interest rate of 2.82%, volatility of 0% and expected dividend
      yield of 0%.

NOTE  2. RECENT ACCOUNTING PRONOUNCEMENTS

      In December 2002, the FASB issued Interpretation No. 46, Consolidation of
      Variable Interest Entities ("FIN 46"). The Interpretation requires that a
      variable interest entity be consolidated by a company if that company is
      subject to a majority of the risk of loss from the variable interest
      entity's activities or entitled to receive a majority of the entity's
      residual returns or both. The consolidation requirements of FIN 46 are
      effective for all variable interest entities created or acquired after
      January 31, 2003. In December 2003, the


                                       8
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)


      Financial Accounting Standards Board issued a revision to FIN 46 referred
      to as Interpretation No. 46(R). Among other provisions, the revision
      extended the adoption date of FIN 46(R) to the first quarter of 2004 for
      variable interest entities created prior to February 1, 2003. The adoption
      of this interpretation had no impact on Diamond's consolidated financial
      statements.

NOTE  3. EXECUTIVE COMPENSATION

      On June 1, 2002 (the "Grant Date"), Norman Harris (the "Executive") and
      Diamond entered into a Restricted Stock Agreement (the "Agreement")
      pursuant to which the Executive purchased from Diamond 26,366 shares (the
      "Restricted Shares") of Diamond's common stock, par value $0.01 per share,
      for nominal consideration. The Agreement generally restricts the sale or
      transferability of shares of Common Stock held by the Executive before the
      Restrictions (as defined in the Agreement) have lapsed. The Executive has
      all rights and privileges of a stockholder with respect to the Restricted
      Shares, including voting rights and the right to receive dividends paid
      with respect to the Restricted Shares. Generally, the Restricted Shares
      vest and the Restrictions lapse: (i) with respect to 20% of the Restricted
      Shares on the Grant Date; and (ii) with respect to 20% of the Restricted
      Shares on each subsequent anniversary of the Grant Date until the
      Restricted Shares are fully vested. Compensation expense, unearned
      restricted stock compensation, and proceeds from common stock issued have
      been recognized based on the vesting periods and an estimated fair market
      value of $20 per share.

      On November 17, 2003, Diamond entered into an employment agreement with
      each of Kenneth Levine and Richard Rutta, pursuant to which Messrs. Levine
      and Rutta agreed to serve as the Co-Chairmen of Diamond at an annual
      salary of $320 each subject to annual review based on Diamond's and
      Messrs. Levine and Rutta's performance. The employment agreements provide
      for a term commencing on November 17, 2003 and ending on November 16,
      2004. On March 15, 2004, the employment agreements were amended to reduce
      the annual salary for Messrs. Levine and Rutta to $52 each. In addition to
      their annual salary, Messrs. Levine and Rutta are eligible to receive a
      bonus based upon the achievement of certain criteria. The employment
      agreements also contain various severance, non-competition,
      non-solicitation provisions, non-disclosure and assignment of inventions
      provisions.

NOTE  4. LEGAL PROCEEDINGS

      On May 2, 2002, Diamond filed an amended Complaint with the United States
      District Court, Middle District of Pennsylvania against Safelite Glass
      Corporation (the "Defendant"). Diamond alleges, among other things, that
      the Defendant's conduct as (i) an operator of national telephone call
      centers which takes first notice of loss calls from insureds of several of
      the largest automobile insurers in the United States (the "Insurers");
      (ii) a provider of various claims processing services to the Insurers as a
      third-party administrator; and (iii) an operator of a network of retail
      repair and replacement facilities who perform work for the Insurers as
      Safelite affiliates, violated certain federal and state laws and gave rise
      to other legal and equitable claims against the Defendant. Diamond alleges
      that the Defendant engaged in various practices designed to divert
      customers away from Diamond to the Defendant, and that Diamond has
      suffered damages as a result of this conduct in an amount to be determined
      at trial.

      On November 1, 2002, the Defendant filed a counter claim against Diamond,
      alleging, among other things, that Diamond has engaged and continues to
      engage in publishing certain false and defamatory statements about the
      Defendant to automobile insurance companies that are the Defendant's
      clients. Defendant alleges that this alleged conduct has injured the
      Defendant's goodwill and business reputation with its insurance

                                       9
<PAGE>
                 DIAMOND TRIUMPH AUTO GLASS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                 (Dollars in thousands except per share amounts)

      clients and in the auto glass repair and replacement industry. Among other
      things, the Defendant is seeking damages in an amount to be determined at
      trial.

      On February 3, 2003, Delbert Rice and Kenneth E. Springfield, Jr., on
      behalf of themselves and all others similarly situated (the "Plaintiffs"),
      filed a class action Complaint in the Court of Common Pleas of Luzerne
      County, Pennsylvania against Diamond. Plaintiffs allege, among other
      things, Diamond violated certain sections of the Pennsylvania Unfair Trade
      Practices and Consumer Protection Law and common law. Plaintiffs allege
      that this alleged conduct has caused monetary damages to Plaintiffs. Among
      other things, Plaintiffs are seeking damages in an amount to be determined
      at trial. Diamond believes Plaintiffs' allegations are without merit and
      plans to vigorously contest this complaint.

      Diamond is involved in various claims and legal actions arising in the
      ordinary course of business. In the opinion of management, the ultimate
      disposition of these matters will not have a material adverse effect on
      Diamond's financial condition, results of operations or financial
      position. No amounts have been recorded in the consolidated financial
      statements for any of these legal actions.

NOTE  5. INCOME TAXES

      As disclosed in the Company's 10-K for the year ended December 31, 2003,
      the Internal Revenue Service has concluded its audit of the tax periods
      ended December 31, 1998, 1999, and 2000. As a result of this audit, the
      Internal Revenue Service issued a notice of proposed adjustments on
      February 20, 2002, which included a disallowance of the tax-deductible
      goodwill resulting from Diamond's March 31, 1998 Recapitalization
      Transaction (as defined in Diamond's 10-K for the year ended December 31,
      2003). The Internal Revenue Service has asserted that the Recapitalization
      Transaction did not qualify as a stock purchase, and accordingly, that the
      election under Internal Revenue Code Section 338(h)(10) was not valid. As
      a result, if the IRS position is sustained, tax-deductible goodwill would
      not be recognizable by Diamond.

      The proposed adjustments by the Internal Revenue Service would result in
      $7.6 million of federal tax deficiencies owed by Diamond for the period
      December 31, 1998 through December 31, 2003, plus possible interest and
      penalties and any resultant increases in current state tax expense for
      this period. Additionally, the deferred tax asset established in 1998
      would be eliminated, as well as net operating loss carryforwards from
      previous deductions of the tax goodwill. The carrying amount of these
      assets at December 31, 2003 was approximately $37.0 million.

      Diamond strongly believes that the Recapitalization Transaction is
      properly accounted for, and has appealed the Internal Revenue Service's
      proposed adjustment. If such appeal is ultimately unsuccessful, the
      Internal Revenue Service's proposed adjustment would have a material
      adverse affect on Diamond's liquidity, cash flows, balance sheet and
      results of operations.

NOTE  6. CONTINGENT GUARANTEED COMMITMENTS

      Diamond leases certain vehicles under operating leases having lease terms
      of 367 days. The leases have monthly renewal options. The vehicle lease
      agreement provides for terminal lease payments for guaranteed residual
      values reduced by actual proceeds from the vehicle sale in the event the
      lease is not renewed. The contingent guaranteed residual value payment
      commitment was $11.5 million at June 30, 2004. No amounts have been
      accrued related to this contingent obligation because Diamond does not
      believe it is probable that the payments will be required.

                                       10
<PAGE>
ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS

      OVERVIEW

      Diamond is a leading provider of automotive glass replacement and repair
      services in the United States. At June 30, 2004, Diamond operated a
      network of 257 automotive glass service centers, approximately 1,100
      mobile installation vehicles and six distribution centers in 45 states.
      Diamond serves all of its customers' automotive glass replacement and
      repair needs, offering windshields, tempered glass and other related
      products. Sales, net income and EBITDA for the six months ended June 30,
      2004 were $110.3 million, $0.4 million and $7.5 million, respectively.
      Sales, net income and EBITDA for the three months ended June 30, 2004 were
      $56.9 million, $0.4 million and $5.2 million, respectively.

      Weather has historically affected Diamond's sales and net income, with
      severe weather generating increased sales and net income and mild weather
      resulting in lower sales and net income. In addition, Diamond's business
      is somewhat seasonal, with the first and fourth quarters traditionally its
      slowest period of activity. Diamond believes these seasonal trends will
      continue for the foreseeable future.

      The price of replacement automotive glass is based in part on list prices
      developed by the National Auto Glass Specification ("NAGS"), an
      independent third party. Prices charged by participants in the automotive
      glass replacement industry are independently determined using varying
      percentage discounts from the NAGS price list. The impact of NAGS price
      changes on Diamond's financial results depends on the level of discounts
      Diamond grants to its customers and the level of discounts that Diamond
      can obtain from its glass suppliers. Effective January 1, 1999, NAGS
      significantly modified its published list prices in order to bring actual
      prices more in line with published list prices. Although NAGS has not
      materially modified its published list prices since January 1, 1999, NAGS
      has made periodic modifications to its published list prices subsequent to
      that date, including a series of price changes effective January 2003 that
      resulted in a 4% to 5% decrease in overall list prices. NAGS modified its
      published list prices in January 2004 which resulted in moderate decreases
      in overall list prices.

      Diamond believes that, due to its sole focus on automotive glass
      replacement and repair, it has one of the lowest cost structures in the
      automotive glass replacement and repair industry. Diamond's low cost
      structure enables it to serve all markets of the industry, which is
      comprised of: (1) individual consumers; (2) commercial customers,
      including commercial fleet leasing companies, rental car companies, car
      dealerships, body shops, utilities and government agencies; and (3)
      insurance customers, including referrals from local agents, claims offices
      and centralized call centers. While the largest participant in the
      industry primarily focuses on servicing automotive glass insurance claims
      (including providing related insurance claims processing services) and
      also manufactures automotive glass, Diamond has strategically positioned
      itself solely as a provider of automotive glass replacement and repair
      services to a balanced mix of individual, commercial and insurance
      customers.
<PAGE>

RESULTS OF OPERATIONS

The following table summarizes Diamond's historical results of operations and
historical results of operations as a percentage of sales for the six and three
months ended June 30, 2004 and 2003.

<TABLE>
<CAPTION>
                                                           SIX MONTHS ENDED JUNE 30,            THREE MONTHS ENDED JUNE 30,
                                                     -----------------------------------     ---------------------------------
                                                          2004                2003                2004               2003
                                                     -------------      ----------------     --------------      -------------
                                                       $         %        $          %         $        %         $         %
                                                     -----    -----     -----      -----     -----    -----     -----    -----
                                                              (DOLLARS IN MILLIONS)                 (DOLLARS IN MILLIONS)
<S>                                                  <C>      <C>       <C>        <C>        <C>     <C>        <C>     <C>
Net Sales .......................................    110.3    100.0     113.9      100.0      56.9    100.0      59.8    100.0
Cost of Sales ...................................     31.5     28.6      34.7       30.5      16.3     28.6      18.5     30.9
                                                     -----    -----     -----      -----     -----    -----     -----    -----
Gross Profit ....................................     78.8     71.4      79.2       69.5      40.6     71.4      41.3     69.1
Operating Expenses ..............................     72.5     65.7      70.9       62.2      35.9     63.1      36.5     61.0
                                                     -----    -----     -----      -----     -----    -----     -----    -----
Income From Operations ..........................      6.3      5.7       8.3        7.3       4.7      8.3       4.8      8.0
Interest Income .................................      0.0      0.0       0.0        0.0       0.0      0.0       0.0      0.0
Interest Expense ................................      4.1      3.7       3.6        3.2       2.1      3.7       1.2      2.0
                                                     -----    -----     -----      -----     -----    -----     -----    -----
                                                       4.1      3.7       3.6        3.2       2.1      3.7       1.2      2.0
                                                     -----    -----     -----      -----     -----    -----     -----    -----
(Loss) income before provision for income taxes .      2.2      2.0       4.7        4.1       2.6      4.6       3.6      6.0
Provision for income taxes ......................      1.8      1.6       1.8        1.6       2.2      3.9       1.4      2.3
                                                     -----    -----     -----      -----     -----    -----     -----    -----
Net (loss) income ...............................      0.4      0.4       2.9        2.5       0.4      0.7       2.2      3.7
                                                     =====    =====     =====      =====     =====    =====     =====    =====
EBITDA (1) ......................................      7.5      6.8       9.7        8.5       5.2      9.1       5.4      9.0
</TABLE>

(1)   EBITDA represents net income before interest, taxes, depreciation and
      amortization. EBITDA and the related ratios presented in this table are
      measures of Diamond's performance that are not required by, or presented
      in accordance with, GAAP. EBITDA is not a measurement of Diamond's
      financial performance under GAAP and should not be considered an
      alternative to net income, operating income or any other performance
      measures derived in accordance with GAAP or as an alternative to cash flow
      from operating activities as a measure of our liquidity.

      Diamond presents EBITDA because it considers it an important supplemental
      measure of its performance and believes it is frequently used by
      securities analysts, investors and other interested parties in the
      evaluation of companies in its industry, many of which present EBITDA when
      reporting their results.

      Diamond believes issuers of "high yield" securities also present EBITDA
      because investors, analysts and rating agencies consider it useful in
      measuring the ability of those issuers to meet debt service obligations.
      Diamond believes EBITDA is an appropriate supplemental measure of debt
      service capacity, because cash expenditures on interest are, by
      definition, available to pay interest, and tax expense is inversely
      correlated to interest expense because tax expense goes down as deductible
      interest expense goes up; depreciation and amortization are non-cash
      charges.

      Diamond also uses EBITDA for the following purposes: (i) its executives'
      compensation plans base incentive compensation payments on its EBITDA
      performance measured against budgets; and (ii) its

                                       12
<PAGE>
      credit agreement and its indenture for its Notes use EBITDA to measure
      Diamond's compliance with covenants such as interest coverage and debt
      incurrence.

      EBITDA has limitations as an analytical tool, and should not be considered
      in isolation, or as a substitute for analysis of Diamond's results as
      reported under GAAP. Some of these limitations are:

      -     EBITDA does not reflect our cash expenditures, or future
            requirements, for capital expenditures or contractual commitments;

      -     EBITDA does not reflect changes in, or cash requirements for, our
            working capital needs;

      -     EBITDA does not reflect the significant interest expense, or the
            cash requirements necessary to service interest or principal
            payments, on our debt;

      -     Although depreciation and amortization are non-cash charges, the
            assets being depreciated and amortized will often have to be
            replaced in the future, and EBITDA does not reflect any cash
            requirements for such replacements; and

      -     Other companies in Diamond's industry may calculate EBITDA
            differently than Diamond does, limiting its usefulness as a
            comparative measure.

      Because of these limitations, EBITDA should not be considered as a measure
      of discretionary cash available to Diamond to invest in the growth of its
      business. Diamond compensates for these limitations by relying primarily
      on its GAAP results and using EBITDA only supplementally. See the
      Statements of Cash Flows included in our financial statements.

      Reconciliation of EBITDA to net income follows for the periods indicated:

<TABLE>
<CAPTION>
                                                Six Months Ended     Three Months Ended
                                                   June 30,              June 30,
                                                 --------------       ----------------
                                                 2004      2003       2004        2003
                                                 ----      ----       ----        ----
                                           (dollars in millions)    (dollars in millions)
<S>                                        <C>            <C>        <C>          <C>
      Net income...........................      $0.4     $2.9        $0.4        $2.2
      Interest expense.....................       4.1      3.6         2.1         1.2
      Depreciation and amortization........       1.2      1.4          .5          .6
      Provision for income taxes...........       1.8      1.8         2.2         1.4
                                                 ----     ----        ----        ----
           EBITDA..........................      $7.5     $9.7        $5.2        $5.4
                                                 ====     ====        ====        ====
</TABLE>

      SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

            Net Sales. Net sales for the six-month period ended June 30, 2004
      decreased 3.2% to $110.3 million from $113.9 million as compared to the
      six-month period ended June 30, 2003. Installation units sold through June
      30, 2004 decreased 0.6% compared to the six-month period ended June 30,
      2003. Diamond's revenue per installation unit for the six-month period
      ended June 30, 2004 was 3.1% below the revenue per installation unit for
      the six-month period ended June 30, 2003. The decrease in sales and
      revenue per installation unit sold was primarily due to pricing pressures
      experienced throughout the industry.

                                       13
<PAGE>
            Gross Profit. Gross profit was $78.8 million for the six months
      ended June 30, 2004 and $79.1 million for the six months ended June 30,
      2003. Gross profit increased as a percentage of sales to 71.5% for the six
      months ended June 30, 2004 from 69.5% for the six months ended June 30,
      2003. The decrease in gross profit is due to a decrease in average revenue
      per installation unit. The increase in gross profit percentage is
      primarily due to decreased product costs, which is due to the continued
      leveraging of Diamond's purchasing power and to enhanced inventory
      management as a result of increased system functionality from our recently
      upgraded MIS platform.

            Operating Expenses. Operating expenses increased by $1.6 million or
      2.3% to $72.5 million during the six-month period ended June 30, 2004 from
      $70.9 million for the six-month period ended June 30, 2003. The increase
      in operating expenses was due to an increase in wages and wage related
      expenses primarily at the service center level, due to increased
      installation capacity, wage rate pressures and general wage increases. The
      increase in operating expenses was also due to an increase in occupancy
      costs primarily due to normal rental rate increases and an increase in
      vehicle fuel costs due to rising prices. We also experienced an increase
      in vehicle lease expense due to the continued retirement of owned vehicles
      that are replaced with leased vehicles, and accelerated amortization of
      leased vehicle lives in order to more closely align our lease obligation
      upon termination of the lease with expected vehicle market values. These
      increases were partially offset by a decrease in vehicle maintenance
      expense, which is partially the result of continued efforts in our fleet
      management to more aggressively recycle leased vehicles out of the fleet
      on an earlier basis and attempt to reduce significant repair expenditures
      related to those vehicles.

            Depreciation and amortization expense for the six-month period ended
      June 30, 2004 decreased by $0.2 million or 14.3% to $1.2 million from $1.4
      for the six-month period ended June, 2003. This was primarily due to
      decreases in depreciation expense for computer hardware, sales audit
      software, and POS software that became fully depreciated.

            Income From Operations. Income from operations for the six months
      ended June 30, 2004 decreased by $1.9 million, or 22.9%, to $6.4 million
      from $8.3 million for the six months ended June 30, 2003. This decrease
      was primarily due to the increased operating costs which were partially
      offset by increased gross profit discussed above.

            Interest Expense. Interest expense for the six months ended June 30,
      2004 increased $0.5 million, or 13.9%, to $4.1 million from $3.6 million
      for the six months ended June 30, 2003. The increase in interest expense
      is primarily due to the recording of a net gain of $1.1 million from the
      repurchase of senior notes during the six months ended June 30, 2003,
      which reduced interest expense for that period. There was no similar
      repurchase activity during the six months ended June 30, 2004. The
      increase for the six months ended June 30, 2004 was partially offset by
      decreased interest expense as a direct result of the repurchase of $13.2
      million face amount of senior notes during 2003.

            Net Income. Net income for the six months ended June 30, 2004
      decreased by $2.5 million to $0.4 million of net income from $2.9 million
      of net income for the six months ended June 30, 2003. Net income as a
      percentage of sales decreased 2.1% for the six months ended June 30, 2004
      compared to the six months ended June 30, 2003. The decrease in net income
      and net income margin during the six months ended June 30, 2004 compared
      to the six months ended June 30, 2003 was primarily due to the increased
      operating expenses discussed above, and also due to recording a net gain
      of $1.1 million in 2003 from the repurchase of senior notes discussed
      above.

      THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THREE MONTHS ENDED JUNE 30,
      2003

            Net Sales. Net sales for the three-month period ended June 30, 2004
      decreased 4.8% to $56.9 million from $59.8 million as compared to the
      three-month period ended June 30, 2003. Installation units

                                       14
<PAGE>
      sold for the three months ended June 30, 2004 decreased 3.7% compared to
      the three months ended June 30, 2003. Diamond's revenue per installation
      unit for the three-month period ended June 30, 2004 was 1.6% below the
      revenue per installation unit for the three-month period ended June 30,
      2003. The decrease in installation units sold is primarily due to weaker
      industry demand. The decrease in revenue per installation unit sold is
      primarily due to pricing pressures experienced throughout the industry.
      The decrease in sales is due to the decreases in installation units sold
      and revenue per installation unit.

            Gross Profit. Gross profit was $40.6 million for the three months
      ended June 30, 2004 and $41.3 million for the three months ended June 30,
      2003. Gross profit increased as a percentage of sales to 71.4% for the
      three months ended June 30, 2004 from 69.1% for the three months ended
      June 30, 2003. The decrease in gross profit is due to a decrease in
      average revenue per installation unit. The increase in gross profit
      percentage is primarily due to decreased product costs, which is due to
      the continued leveraging of our purchasing power and to enhanced inventory
      management as a result of increased system functionality from our recently
      upgraded MIS platform.

            Operating Expenses. Operating expenses decreased by $0.6 million or
      1.6% to $35.9 million during the three-month period ended June 30, 2004
      from $36.5 million for the three-month period ended June 30, 2003. The
      decrease in operating expenses is due to a decrease in vehicle maintenance
      expense, which is partially the result of continued efforts in our fleet
      management to more aggressively recycle leased vehicles out of the fleet
      on an earlier basis in an attempt to significantly reduce repair
      expenditures related to those vehicles. The decrease in operating expense
      is also due to decreases in advertising and promotional, and shop
      maintenance expenses. These decreases were partially offset by an increase
      in operating expenses due to an increase in wages and wage related
      expenses primarily at the service center level, due to increased
      installation capacity, wage rate pressures and general wage increases. We
      experienced an increase in occupancy costs primarily due to normal rental
      rate increases and an increase in vehicle fuel costs due to rising prices.
      We also experienced an increase in vehicle lease expense due to the
      continued retirement of owned vehicles that are replaced with leased
      vehicles, and accelerated amortization of leased vehicle lives in order to
      more closely align our lease obligation upon termination of the lease with
      expected vehicle market values.

            Depreciation and amortization expense for the three-month period
      ended June 30, 2004 decreased by $0.1 million or 16.7% to $0.5 million
      from $0.6 million for the three-month period ended June 30, 2003. This was
      primarily due to decreases in depreciation expense for computer hardware,
      sales audit software, and POS software that became fully depreciated.

            Income From Operations. Income from operations for the three months
      ended June 30, 2004 decreased by $.1 million, or 2.1%, to $4.7 million
      from $4.8 million for the three months ended June 30, 2003. This decrease
      was primarily due to the decreased gross profit discussed above, which was
      partially offset by decreased operating expenses.

            Interest Expense. Interest expense for the three months ended June
      30, 2004 increased $0.9 million, or 75.0%, to $2.1 million from $1.2
      million for the three months ended June 30, 2003. The increase in interest
      expense is primarily due to the recording of a net gain of $1.1 million
      from the repurchase of senior notes during the three months ended June 30,
      2003, thereby reducing interest expense for that period. There was no
      similar repurchase activity during the three months ended June 30, 2004.
      This increase was partially offset by decreased interest expense as a
      direct result of the repurchase of $13.2 million face amount of senior
      notes during 2003.

            Net Income. Net income for the three months ended June 30, 2004
      decreased by $1.8 million to $0.4 million net income from $2.2 million of
      net income for the three months ended June 30, 2003. Net income as a
      percentage of sales decreased 2.9% for the three months ended June 30,
      2004 compared to the three months ended June 30, 2003. The decrease in net
      income and net income margin during the three months ended June 30, 2004
      compared to the three months ended June 30, 2003 was primarily due to
      recording the net gain of $1.1 million from the repurchase of senior notes
      discussed above.

                                       15
<PAGE>
      LIQUIDITY AND CAPITAL RESOURCES

            Diamond's need for liquidity will arise primarily from the interest
      payable on its 9-1/4% Senior Notes (the "Notes"), its Credit Facility and
      the funding of Diamond's capital expenditures and working capital
      requirements. There are no mandatory principal payments on the Notes prior
      to their maturity on April 1, 2008 and, except to the extent that the
      amount outstanding under the Credit Facility exceeds the borrowing base,
      no required payments of principal on the Credit Facility prior to its
      expiration on March 27, 2007. Diamond may from time to time repurchase
      Notes in the open market.

            Net Cash Provided by Operating Activities. Net cash provided by
      operating activities for the six months ended June 30, 2004 decreased by
      $1.0 million to $4.6 million from $5.6 million for the six months ended
      June 30, 2003. The decrease was primarily due to a decrease in Diamond's
      net income for the six-month period ended June 30, 2004 as compared to the
      six-month period ended June 30, 2003, as discussed above, which was
      partially offset by a decrease in inventory due to enhanced inventory
      management as a result of increased system functionality from our recently
      upgraded MIS platform.

            Net Cash Used in Investing Activities. Net cash used in investing
      activities for the six months ended June 30, 2004 decreased $0.3 million
      to $0.3 million from $0.6 million for the six months ended June 30, 2003.
      The decrease is primarily due to a decrease in capital expenditures.

            Net Cash Used in Financing Activities. Net cash used in financing
      activities for the six months ended June 30, 2004 was $2.5 million
      compared to $7.0 million used in financing activities for the six months
      ended June 30, 2003. The decrease is due to $9.5 million of payments for
      repurchase of senior notes during the six months ended June 30, 2003.
      There were no similar transactions during the six months ended June 30,
      2004. This decrease was partially offset by a decrease in net borrowings
      during the six months ended June 30, 2004 compared to the six months ended
      June 30, 2003.

            Capital Expenditures. Capital expenditures for the six months ended
      June 30, 2004 were $0.4 million, as compared to $0.7 million for the six
      months ended June 30, 2003. The decrease is due to a decrease in vehicle
      and software related expenditures, which were partially offset by
      increases in computer hardware and leasehold improvements.

            Liquidity. Management believes that Diamond will have adequate
      capital resources and liquidity to satisfy its debt service obligations,
      working capital needs and capital expenditure requirements for the
      foreseeable future. Diamond's capital resources and liquidity are expected
      to be provided by Diamond's net cash provided by operating activities and
      borrowings under the Credit Facility. See " -- Notes to Condensed
      Consolidated Financial Statements - Note 5 - Income Tax" for a discussion
      of the Internal Revenue Service's proposed adjustments with respect to
      Diamond's tax treatment of its Recapitalization Transaction (as defined in
      Diamond's 10-K for the year ended December 31, 2003).

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Diamond has a revolving Credit Facility that provides for revolving
      advances of up to $25.0 million, and matures in March 2007. Borrowings
      under the Credit Facility bear interest, at Diamond's discretion, at
      either the JP Morgan Chase Manhattan Bank Rate (as defined in the Credit
      Facility) or LIBOR, plus a margin of 0.50% for the JP Morgan Chase
      Manhattan Rate and 2.25% for the LIBOR Rate. In addition, a commitment fee
      of 0.25% is charged against any unused balance of the Credit Facility.
      Interest rates are subject to increases or reductions based upon Diamond
      meeting certain EBITDA levels. At June 30, 2004, Diamond had no
      outstanding borrowings under the Credit Facility.

                                       16
<PAGE>
      FORWARD-LOOKING STATEMENTS

            Readers are cautioned that there are statements contained in this
      report which are "forward-looking" statements within the meaning of the
      Private Securities Litigation Reform Act of 1995 (the "Act").
      Forward-looking statements include statements which are predictive in
      nature, which depend upon or refer to future events or conditions, which
      include words such as "expects," "anticipates," "intends," "plans,"
      "believes," "will," "estimates," or similar expressions. In addition, any
      statements concerning future financial performance (including future
      revenues, earnings or growth rates), ongoing business strategies or
      prospects, and possible future actions, which may be provided by
      management, are also forward-looking statements as defined by the Act.
      Forward-looking statements are based on current expectations and
      projections about future events and are subject to risks, uncertainties,
      and assumptions about Diamond, economic and market factors and the
      industries in which Diamond does business, among other things. These
      statements are not guarantees of future performance and Diamond has no
      specific intention to update these statements.

            These forward-looking statements, like any forward-looking
      statements, involve risks and uncertainties that could cause actual
      results to differ materially from those projected or anticipated. The
      risks and uncertainties include the effect of overall economic and
      business conditions, the demand for Diamond's products and services,
      regulatory uncertainties, the impact of competitive products and pricing,
      changes in customers' ordering patterns and potential system
      interruptions. This list should not be construed as exhaustive. Diamond's
      annual report on Form 10-K in respect of the fiscal year ended December
      31, 2003 discusses certain of these risks and uncertainties under the
      caption "Factors Affecting Future Performance."

ITEM 4 CONTROLS AND PROCEDURES

            Diamond maintains disclosure controls and procedures that are
      designed to ensure that information required to be disclosed in Diamond's
      Exchange Act reports is recorded, processed, summarized and reported
      within the time periods specified in the Securities and Exchange
      Commission's rules and forms and that such information is accumulated and
      communicated to Diamond's management, including its Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow for timely
      decisions regarding required disclosure. In designing and evaluating the
      disclosure controls and procedures, management recognizes that any
      controls and procedures, no matter how well designed and operated, can
      provide only reasonable assurance of achieving the desired control
      objectives, and management is required to apply its judgment in evaluating
      the cost-benefit relationship of possible controls and procedures.

            As required by SEC Rule 13a-15(b), Diamond carried out an
      evaluation, under the supervision and with the participation of Diamond's
      management, including Diamond's Chief Executive Officer and Diamond's
      Chief Financial Officer, of the effectiveness of the design and operation
      of Diamond's disclosure controls and procedures as of the end of the
      quarter covered by this report. Based on the foregoing, Diamond's Chief
      Executive Officer and Chief Financial Officer concluded that Diamond's
      disclosure controls and procedures were effective at the reasonable
      assurance level.

            There has been no change in Diamond's internal controls over
      financial reporting during Diamond's most recent fiscal quarter that has
      materially affected, or is reasonably likely to materially affect,
      Diamond's internal controls over financial reporting.

                                       17
<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      On May 2, 2002, Diamond filed an amended Complaint with the United States
District Court, Middle District of Pennsylvania against Safelite Glass
Corporation (the "Defendant"). Diamond alleges, among other things, that the
Defendant's conduct as (i) an operator of national telephone call centers which
takes first notice of loss calls from insureds of several of the largest
automobile insurers in the United States (the "Insurers"); (ii) a provider of
various claims processing services to the Insurers as a third-party
administrator and; (iii) an operator of a network of retail repair and
replacement facilities who perform work for the Insurers as Safelite affiliates,
violated certain federal and state laws and gave rise to other legal and
equitable claims against the Defendant. Diamond alleges that the Defendant
engaged in various practices designed to divert customers away from Diamond to
the Defendant, and that Diamond has suffered damages as a result of this conduct
in an amount to be determined at trial.

      On November 1, 2002, the Defendant filed a counter claim against Diamond,
alleging, among other things, that Diamond has engaged and continues to engage
in publishing certain false and defamatory statements about the Defendant to
automobile insurance companies that are the Defendant's clients. Defendant
alleges that this alleged conduct has injured the Defendant's goodwill and
business reputation with its insurance clients and in the auto glass repair and
replacement industry. Among other things, the Defendant is seeking damages in an
amount to be determined at trial.

      On February 3, 2003, Delbert Rice and Kenneth E. Springfield, Jr., on
behalf of themselves and all others similarly situated (the "Plaintiffs"), filed
a class action Complaint in the Court of Common Pleas of Luzerne County,
Pennsylvania against Diamond. Plaintiffs allege, among other things, Diamond
violated certain sections of the Pennsylvania Unfair Trade Practices and
Consumer Protection Law and common law. Plaintiffs allege that this alleged
conduct has caused monetary damages to Plaintiffs. Among other things,
Plaintiffs are seeking damages in an amount to be determined at trial. Diamond
believes Plaintiffs' allegations are without merit and plans to vigorously
contest this complaint.

      Diamond is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on
Diamond's financial condition, results of operations or liquidity. No amounts
have been recorded in the consolidated financial statements for any of these
legal actions.

                                       18
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)   EXHIBITS

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                       DESCRIPTION
      ------                       -----------
<S>            <C>
      31.3     Sarbanes-Oxley Section 302(a) Certification of the Chief
               Executive Officer.

      31.4     Sarbanes-Oxley Section 302(a) Certification of the Chief
               Financial Officer.

      32.3     Certification Pursuant to 18 U.S.C. Section 1350, as
               adopted pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002 of the Chief Executive Officer.

      32.4     Certification Pursuant to 18 U.S.C. Section 1350, as
               adopted pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002 of the Chief Financial Officer.
</TABLE>

(B)   REPORTS ON FORM 8-K

      Form 8-K filed on May 17, 2004, reporting that Diamond Triumph Auto Glass,
      Inc. issued a press release announcing its operating and financial results
      for the quarter ended March 31, 2004.

                                       19
<PAGE>
                                    SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                DIAMOND TRIUMPH AUTO GLASS, INC.


Date: August 16, 2004           By:  /s/  Michael A. Sumsky
                                    ----------------------------------------
                                    Name:  Michael A. Sumsky
                                    Title: President,
                                           Chief Financial Officer and
                                           General Counsel (Principal Financial
                                           and Chief Accounting Officer)

                                       20